of
$25 per share. Before the issuance of any shares of the Preferred Stock - $25

Par Value of the Corporation,
the Board of Directors of the Corporation shall

determine the preferences, limitations and relative
rights, within the limits

prescribed by statute, of such class of shares that shall be identical among
all

of
the shares of such class of shares. Shares of the Preferred Stock - $25 Par

Value of the Corporation shall
be issued in one or more series. Before
the

issuance of the shares of any series of the Preferred Stock - $25 Par
Value, the

Board of Directors of the Corporation
shall give such series a distinguishing

designation and shall
determine the preferences, limitations and
relative

rights,
within the limits prescribed by statute, of such series of shares. Each

share
of a series of the Preferred Stock - $25 Par Value of
the Corporation

shall
have preferences, limitations and relative rights that are identical with

those
of the other shares of such series of shares and,
except to the extent

otherwise provided in
the description of the preferences, limitations
and

relative rights prescribed
for such series of shares by the Board of Directors

of
the Corporation, with those of the other shares of the Preferred Stock -
$25

Par Value of the Corporation.
No shares of the Preferred Stock - $25 Par Value

of
the Corporation shall be issued where such issuance, or
the preferences,

limitations or relative rights of such shares, will have the effect, directly
or

indirectly, of precluding or inhibiting a
person or group of persons from

seeking to obtain control of the management or
business and affairs of the

Corporation by
acquiring or offering to acquire Common Stock shares of
the

Corporation, or by soliciting
proxies from the owners of Common Stock shares of

the Corporation for voting
such shares at a meeting of the shareowners of the

Corporation, or by any other lawful means.

(b) Preference Stock. Four million (4,000,000) shares of a class of shares

-----------------

designated "Preference
Stock," having a par value of $25 per share. Before the

issuance of any shares of the Preference Stock of the Corporation,
the Board of

Directors of the Corporation shall
determine the preferences, limitations and

relative rights, within the
limits prescribed by statute, of such class of

shares
that shall be identical among all of the shares of such class of shares.

Shares of the Preference Stock of the Corporation shall be issued
in one or more

series.
Before the issuance of the shares of any series of the Preference Stock,

the Board of Directors
of the Corporation shall give
such series a

distinguishing designation and shall determine the preferences,
limitations and

relative rights, within the
limits prescribed by statute, of such series of

shares.
Each share of a series of the Preference Stock of the Corporation shall

have
preferences, limitations and relative rights that are identical with
those

of
the other shares of such series of shares and, except to the extent otherwise

provided in the description of the preferences, limitations and relative
rights

2

<PAGE>

prescribed for such series of
shares by the Board of Directors of the

Corporation, with those of
the other shares of the Preference Stock of the

Corporation. No shares of the
Preference Stock of the Corporation shall be

issued
where such issuance, or the preferences, limitations or relative
rights

of
such shares, will have the effect, directly or indirectly, of
precluding or

inhibiting a person or group of persons from seeking to
obtain control of the

management or business and affairs of the Corporation by
acquiring or offering

to
acquire Common Stock shares of the Corporation, or by soliciting proxies from

the
owners of Common Stock shares of the Corporation for voting such shares at a

meeting of the shareowners of the Corporation, or by any other lawful
means.

Section 6. All
corporate powers of the Corporation shall be exercised by or

----------

under authority of, and the
business and affairs of the Corporation shall be

managed under the direction of, a Board of Directors consisting of not
less than

three
nor more than fifteen individuals, with the number fixed in, and increased

or
decreased from time-to-time by amendment of, the Bylaws of the
Corporation,

each
of which individuals shall be a shareowner of the Corporation.

Section 7. No
person who is or was a director of the Corporation
shall be

----------

personally liable to the Corporation or its shareowners for monetary damages
for

breach
of duty as a director in an amount that exceeds the compensation received

by
the director for serving the Corporation during the year of the violation, if

such
breach did not (A) involve a knowing and culpable violation of law
by the

director, (B) enable the director or an associate, as defined in
Section 33-840

of
the Connecticut General Statutes on the effective date hereof and
as it may

be
amended or superseded from time to time after the effective date
hereof, to

receive an improper personal economic gain, (C) show a lack of good
faith and a

conscious disregard for
the duty of the director to the Corporation under

circumstances in which the
director was aware that his or her conduct or

omission created an unjustifiable risk of serious injury to the
Corporation, (D)

constitute a sustained and unexcused pattern of inattention that
amounted to an

abdication of the director's duty to the Corporation, or (E)
create liability

under
Section 33-757 of the Connecticut General Statutes as constituted
on the

effective date hereof and as it may
be amended or superseded from time to time

after
the effective date hereof.

Section 8. The Corporation shall be obligated to indemnify a
director for

----------

liability, as defined in subdivision (5) of Section 33-770 of
the Connecticut

General Statutes on the
effective date hereof and as it may be amended or

superseded from time to time after the effective date hereof, to any
person for

any
action taken, or any failure to take any action, as
a director, except

liability that (a) involved a
knowing and culpable violation of law by the

director, (b) enabled the director or an associate, as defined in Section
33-840

of
the Connecticut General Statutes on the effective date hereof and
as it may

be
amended or superseded from time to time after the effective date
hereof, to

receive an improper
personal gain, (c) showed a lack of good faith
and a

conscious disregard for
the duty of the director to the Corporation under

circumstances in which the
director was aware that his conduct or omission

crated an unjustifiable risk of
serious injury to the Corporation, (d)

constituted a sustained and unexcused pattern of inattention that amounted to
an

abdication of the director's duty to the Corporation or (e)
created liability

under
Section 33-757 of the Connecticut General Statutes as constituted
on the

effective date hereof and as it may
be amended or superseded from time to time

after
the effective date hereof.

AMENDMENT

The Board adopted the following amendment to
existing Paragraph 6 of our certificate of incorporation and hereby submits it
to shareowners for approval. Additions are in bold and are underlined.

Section 6. All corporate powers of the
Corporation shall be exercised by or under authority of, and the business and
affairs of the Corporation shall be managed under the direction of, a Board of
Directors consisting of not less than three nor more than fifteen individuals,
with the number fixed in, and increased or decreased from time-to-time by
amendment of, the Bylaws of the Corporation, each of which individuals shall be
a shareowner of the Corporation. A nominee for director shall
be elected to the Board of Directors if a majority of the votes cast are in
favor of such nominee’s election; provided, however, that if the number of
nominees for director exceeds the number of directors so elected, directors
shall be elected by a plurality of the votes of the shares represented in
person or by proxy and entitled to vote on such election of directors at any
meeting of the shareowners held to elect directors.

CERTIFICATE OF MERGER OF

UIL
HOLDINGS CORPORATION

(A
CONNECTICUT CORPORATION)

WITH
AND INTO

GREEN
MERGER SUB, INC.

(A
CONNECTICUT CORPORATION)

(Pursuant to Section 33-819 of
the Connecticut General Statutes)

1. The name of the terminating entity in the merger
contemplated by this Certificate of Merger (the “Merger”) is UIL
Holdings Corporation, a Connecticut corporation (the “Terminating
Corporation”). The name of the surviving entity in the Merger is Green Merger
Sub, Inc., a Connecticut corporation (the “Surviving Corporation”).

2. The Merger and Plan of Merger were duly authorized and
approved by the shareholders of the Terminating Corporation in accordance with
the provisions of Connecticut General Statutes Sections 33-600 to 33-998 and
such corporation’s Certificate of Incorporation.

3. The Merger and Plan of Merger were duly authorized and
approved by the shareholders of the Surviving Corporation in accordance with
the provisions of Connecticut General Statutes Sections 33-600 to 33-998 and
such corporation’s Certificate of Incorporation.

4. The Certificate of Incorporation of the Surviving
Corporation is hereby amended by deleting in its entirety Section 1
thereof that states the name of the Surviving Corporation, and by replacing
such section with the following new section in order to change the name of the
Surviving Corporation:

“1. Name of Corporation:
UIL Holdings Corporation.”

Other than with regard to the foregoing amendment, the
Certificate of Incorporation of the Surviving Corporation, as in effect on the
effective date of the Merger (the “Effective Date”), shall continue in full
force and effect as the Certificate of Incorporation of the Surviving
Corporation and shall not be amended by this Merger. The Surviving Corporation
reserves the right and power, after the Effective Date, to alter, amend, change
or repeal any of the provisions contained in its Certificate of Incorporation
in the manner now or hereafter prescribed by statute.

5. The Merger shall be effective upon the filing of this
Certificate of Merger with the Connecticut Secretary of State.

The Corporation elects to be a Benefit Corporation. In
addition to any other stated purposes for which the corporation is formed,
the corporation shall also have the purpose to create a general public
benefit as defined in the Connecticut Benefit Corporation Act. [NOTE: If the
corporation also seeks to have one or more specific public benefit(s) in
addition to the general public benefit, then the corporation must set forth
the specific public benefit(s), if any, in Box 6, below, under “Other
Provisions”.]

The purpose of the Corporation is
to engage in any lawful act or activity for which corporations may be
organized under the Connecticut Business Corporation Act as it now exists or
may hereafter be amended and supplemented.

2.

In furtherance and not in
limitation of the powers conferred by statute, the Board of Directors is
expressly authorized to make, alter or repeal the bylaws of the Corporation.

3.

No director of the Corporation
shall be personally liable to the Corporation or its stockholders for
monetary damages for breach of duty as a director for an amount that is in
excess of the compensation received by the director for serving the
corporation during the year of the violation if such breach did not:
(A) involve a knowing and culpable violation of law by the director,
(B) enable the director or an associate, as defined in section 33-840 of
the Connecticut Business Corporation Act, to receive an improper personal
economic gain, (C) show a lack of good faith and a conscious disregard
for the duty of the director to the corporation under circumstances in which
the director was aware that his conduct or omission created an unjustifiable
risk of serious injury to the corporation, (D) constitute a sustained
and unexcused pattern of inattention that amounted to an abdication of the
director’s duty to the corporation, or (E) create liability under
section 33-757 Connecticut Business Corporation Act, provided that this
limitation of liability provision shall not limit or preclude the liability
of a director for any act or omission occurring prior to the effective date
of this provision. Any amendment, modification or repeal of the foregoing
sentence shall not adversely affect any right or protection of a director of
the Corporation hereunder in respect of any act or omission occurring prior
to the time of such amendment, modification or repeal.